What changed in this filing

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Item 1. Financial Statements

2021-05-06 compared with 2020-11-05 · 74 added, 139 removed, 375 unchanged (36% of the section changed)

5 unchanged sentences

although in management’s opinion, the disclosures are adequate so that the information presented is not misleading.

Operating results for the three-month and nine-month periods ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

Operating results for the three-month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

In the opinion of management, the information set forth in the accompanying consolidated condensed balance sheets is fairly stated in all material respects in relation to the consolidated balance sheets from which it has been derived.

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands, except per share amounts) 2021 2020

15 unchanged sentences

Interest income ( 297 ) ( 626 )

Other 55 47 123 ( 11 )

Total other expense (income) 583 1,010

12 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2021 2020

8 unchanged sentences

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except share amounts) September 30,

(In thousands, except share amounts) March 31,

2021 December 31,

19 unchanged sentences

Accrued payroll 41,912 35,594

Accrued expenses 25,350 25,032

Income taxes payable 19,226 7,824

Other current liabilities 17,112 20,384

20 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(In thousands) 2021 2020

17 unchanged sentences

Proceeds from sales of property and equipment 44,689 38,391

Investment in equity securities ( 5,000 ) —

Decrease in notes receivable 1,575 2,316

3 unchanged sentences

Repayments of long-term debt — ( 50,000 )

Proceeds from issuance of long-term debt — 275,000

Change in net checks issued in excess of cash balances — 8,902

Dividends on common stock ( 6,114 ) ( 6,232 )

1 unchanged sentence

Tax withholding related to net share settlements of restricted stock awards ( 3,740 ) ( 3,930 )

Stock options exercised — 171

Net cash used in financing activities ( 40,361 ) ( 68,960 )

3 unchanged sentences

Cash, cash equivalents and restricted cash, end of period (1)

$ 83,130 $ 79,261

Supplemental disclosures of cash flow information:

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Dividends accrued but not yet paid at end of period 6,792 6,218

(1) The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the Consolidated Balance Sheets

Reconciliation of cash, cash equivalents and restricted cash:

Cash and cash equivalents $ 83,130 $ 72,237

Restricted cash included in other current assets — 7,024

Total cash, cash equivalents and restricted cash $ 83,130 $ 79,261

See Notes to Consolidated Financial Statements (Unaudited).

18 unchanged sentences

BALANCE, March 31, 2021 $ 805 $ 114,588 $ 1,478,616 $ ( 23,098 ) $ ( 343,181 ) $ 1,227,730

Comprehensive income — — 39,132 306 — 39,438

Dividends on common stock ($ 0.09 per share)

— — ( 6,219 ) — — ( 6,219 )

Equity compensation activity, 10,297 shares

— ( 199 ) — — 194 ( 5 )

Non-cash equity compensation expense — 1,138 — — — 1,138

BALANCE, June 30, 2020 805 111,634 1,344,361 ( 29,912 ) ( 290,500 ) 1,136,388

Comprehensive income — — 46,332 1,183 — 47,515

Dividends on common stock ($ 0.09 per share)

— — ( 6,219 ) — — ( 6,219 )

Equity compensation activity, 893 shares

— ( 19 ) — — 13 ( 6 )

Non-cash equity compensation expense — 2,459 — — — 2,459

BALANCE, September 30, 2020 $ 805 $ 114,074 $ 1,384,474 $ ( 28,729 ) $ ( 290,487 ) $ 1,180,137

See Notes to Consolidated Financial Statements (Unaudited).

WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share and per share amounts) Common

Stock Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Treasury

Stockholders’

BALANCE, December 31, 2019 $ 805 $ 112,649 $ 1,294,608 $ ( 14,728 ) $ ( 282,326 ) $ 1,111,008

8 unchanged sentences

BALANCE, March 31, 2020 $ 805 $ 110,695 $ 1,311,448 $ ( 30,218 ) $ ( 290,694 ) $ 1,102,036

Comprehensive income — — 43,318 420 — 43,738

Purchases of 700,000 shares of common stock

— — — — ( 21,756 ) ( 21,756 )

Dividends on common stock ($ 3.84 per share)

— — ( 267,331 ) — — ( 267,331 )

Equity compensation activity, 6,901 shares

— ( 140 ) — — 130 ( 10 )

Non-cash equity compensation expense — 2,314 — — — 2,314

BALANCE, June 30, 2019 805 110,102 1,219,529 ( 15,140 ) ( 282,952 ) 1,032,344

Comprehensive income — — 39,044 ( 2,505 ) — 36,539

Dividends on common stock ($ 0.09 per share)

— — ( 6,229 ) — — ( 6,229 )

Equity compensation activity, 9,712 shares

— ( 19 ) — — 188 169

Non-cash equity compensation expense — 1,981 — — — 1,981

BALANCE, September 30, 2019 $ 805 $ 112,064 $ 1,252,344 $ ( 17,645 ) $ ( 282,764 ) $ 1,064,804

See Notes to Consolidated Financial Statements (Unaudited).

3 unchanged sentences

New Accounting Pronouncements Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2016-13, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Statements,” which requires measurement and recognition of expected versus incurred credit losses for financial assets.

The Company adopted ASU 2016-13 as of January 1, 2020.

Upon adoption, this update had no effect on our financial position, results of operations and cash flows.

In August 2018, the FASB issued ASU No.

2018-13, “Fair Value Measurement (Topic 820):

Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which modifies the disclosure requirements on fair value measurements.

As part of its disclosure framework project, the FASB has eliminated, amended and added disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement.

The Company adopted ASU 2018-13 as of January 1, 2020.

Upon adoption, this update had no effect on our consolidated financial statements.

In August 2018, the FASB issued ASU No.

2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force),” which updates the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract to align with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes,” which reduces complexity in accounting for income taxes by removing certain exceptions to the general principles stated in Topic 740 and by clarifying and amending existing guidance to improve consistent application of and simplify other areas of Topic 740.

The Company adopted ASU 2019-12 as of January 1, 2021.

1 unchanged sentence

Accounting Standards Updates Not Yet Effective

In December 2019, the FASB issued ASU No.

2019-12, “Income Taxes (Topic 740):

The provisions of this update are effective for fiscal years beginning after December 15, 2020.

Although we are evaluating the impact of adopting ASU No.

2019-12 on our financial position, results of operations and cash flows, we do not expect a material effect upon adoption.

In March 2020, the FASB issued ASU No.

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

Truckload Transportation Services $ 462,949 $ 464,863

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

United States $ 555,239 $ 530,071

4 unchanged sentences

A receivable is an unconditional right to consideration and is recognized when shipments have been completed and the related performance obligation has been fully satisfied.

At September 30, 2020 and December 31, 2019, the accounts receivable, net, balance was $ 337.9 million and $ 322.8 million, respectively.

At March 31, 2021 and December 31, 2020, the accounts receivable, trade, net, balance was $ 347.9 million and $ 341.1 million, respectively.

Contract assets represent a conditional right to consideration in exchange for goods or services and are transferred to receivables when the rights become unconditional.

At September 30, 2020 and December 31, 2019, the balance of contract assets was $ 7.8 million and $ 5.9 million, respectively.

At March 31, 2021 and December 31, 2020, the balance of contract assets was $ 8.9 million and $ 6.9 million, respectively.

We have recognized contract assets within the other current assets financial statement caption on the balance sheet.

1 unchanged sentence

Contract liabilities represent advance consideration received from customers and are recognized as revenues over time as the related performance obligation is satisfied.

The balance of contract liabilities was $ 1.0 million as of September 30, 2020 and $ 1.3 million as of December 31, 2019.

The amount of revenues recognized in the nine months ended September 30, 2020 that was included in the December 31, 2019 contract liability balance was $ 1.3 million .

The balance of contract liabilities was $ 1.7 million as of March 31, 2021 and $ 1.5 million as of December 31, 2020.

The amount of revenues recognized in the three months ended March 31, 2021 that was included in the December 31, 2020 contract liability balance was $ 1.5 million.

We have recognized contract liabilities within the accounts payable and other current liabilities financial statement captions on the balance sheet.

4 unchanged sentences

transit times generally average approximately 3 days.

During the nine months ended September 30, 2020 and September 30, 2019, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.

During the three months ended March 31, 2021 and March 31, 2020, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.

We have entered into operating leases primarily for real estate.

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Lease expense is reported in rent and purchased transportation on the consolidated statements of income.

The following table presents information about the amount, timing and uncertainty of cash flows arising from our operating leases as of September 30, 2020.

(In thousands) September 30, 2020

The following table presents information about the amount, timing and uncertainty of cash flows arising from our operating leases as of March 31, 2021.

(In thousands) March 31, 2021

Maturity of Lease Liabilities

12 unchanged sentences

Weighted-average discount rate for operating leases 3.30 %

An initial right-of-use asset of $ 8.7 million was recognized as a non-cash asset addition with the adoption of the new lease accounting standard on January 1, 2019.

During the nine months ended September 30, 2020 and September 30, 2019, additional right-of-use assets of $ 2.4 million and $ 3.6 million, respectively, were recognized as non-cash asset additions that resulted from new operating lease liabilities.

Cash paid for amounts included in the present value of operating lease liabilities was $ 3.0 million and $ 2.7 million during the nine months ended September 30, 2020 and September 30, 2019, respectively, and is included in operating cash flows.

During the three months ended March 31, 2021 and March 31, 2020, right-of-use assets of $ 0.5 million and $ 0.9 million, respectively, were recognized as non-cash asset additions that resulted from new operating lease liabilities.

Cash paid for amounts included in the present value of operating lease liabilities was $ 0.9 million and $ 1.0 million for the three months ended March 31, 2021 and March 31, 2020, respectively, and is included in operating cash flows.

Operating Lease Expense

Operating lease expense was $ 2.7 million and $ 6.8 million for the three and nine months ended September 30, 2020, respectively, and $ 2.0 million and $ 6.2 million for the three and nine months ended September 30, 2019, respectively.

This expense included $ 0.9 million and $ 2.8 million for the three and nine months ended September 30, 2020, respectively, and $ 0.9

million and $ 2.7 million for the three and nine months ended September 30, 2019, respectively, for long-term operating leases, with the remainder for variable and short-term lease expense .

Operating lease expense was $ 3.6 million and $ 2.0 million for the three months ended March 31, 2021 and March 31, 2020, respectively.

This expense included $ 1.0 million for the three months ended March 31, 2021 and March 31, 2020 for long-term operating leases, with the remainder for variable and short-term lease expense .

Lessor Operating Leases

1 unchanged sentence

We recognize revenue for such leases on a straight-line basis over the term of the lease.

Revenues were $ 3.0 million and $ 9.4 million for the three and nine months ended September 30, 2020, respectively, and $ 3.6 million and $ 10.4 million for the three and nine months ended September 30, 2019, respectively.

The following table presents information about the maturities of these operating leases as of September 30, 2020.

(In thousands) September 30, 2020

Revenues were $ 3.1 million and $ 3.3 million for the three months ended March 31, 2021 and March 31, 2020, respectively.

The following table presents information about the maturities of these operating leases as of March 31, 2021.

(In thousands) March 31, 2021

2021 (remaining) $ 7,206

Total $ 9,317

(4) Investments

Investment in Mastery Logistics Systems, Inc.

In 2020, we entered into a strategic partnership with Mastery Logistics Systems, Inc.

(“MLSI”), a transportation technology development company.

We are collaborating with MLSI to develop a cloud-based transportation management system using MLSI's SaaS technology which we have agreed to license.

In 2020, we paid MLSI $ 5.0 million for shares of preferred stock of MLSI which represent approximately 5 % ownership.

This investment is being accounted for under ASC 321, Investments - Equity Securities and is recorded in other noncurrent assets on the consolidated balance sheet.

As of March 31, 2021, no events have occurred that would indicate that the value of our investment in MLSI has changed.

Investment in TuSimple

On January 8, 2021, we made a $ 5.0 million equity investment in TuSimple, an autonomous trucking technology company.

Our interest, which represents less than 1%, is being accounted for under ASC 321, Investments - Equity Securities and is recorded in other noncurrent assets on the consolidated balance sheet.

As of March 31, 2021, no events have occurred that would indicate that the value of our investment in TuSimple has changed.

Subsequent Event

TuSimple completed its initial public offering in April 2021.

Upon completion, our equity investment was converted to Class A common shares.

We will record future changes in the value of our investment, based on the share price reported by Nasdaq, in other expense (income) on the consolidated statements of income.

(5) Credit Facilities

As of September 30, 2020, we had unsecured committed credit facilities with two banks.

As of March 31, 2021, we had unsecured committed credit facilities with two banks.

We had with Wells Fargo Bank, N.A.

1 unchanged sentence

We also had a $ 200.0 million credit facility with BMO Harris Bank N.A., which will expire on May 14, 2024 .

Our unsecured line of credit with U.S.

expired on July 13, 2020 .

Borrowings under these credit facilities bear variable interest based on the London Interbank Offered Rate (“LIBOR”).

As of September 30, 2020 and December 31, 2019, our outstanding debt totaled $ 175.0 million and $ 300.0 million, respectively.

We had $ 25.0 million outstanding under the credit facilities at a variable interest rate of 0.83 % as of September 30, 2020.

As of March 31, 2021 and December 31, 2020, our outstanding debt totaled $ 175.0 million and $ 200.0 million, respectively.

We had $ 25.0 million outstanding under the credit facilities at a variable interest rate of 0.78 % as of March 31, 2021.

We had (i) an additional $ 75.0 million outstanding under the Wells Fargo Bank, N.A.

credit facility at a variable rate of 0.83 % as of September 30, 2020, which is effectively fixed at 2.32 % with an interest rate swap agreement through May 14, 2024 and (ii) an additional $ 75.0 million outstanding under the BMO Harris Bank N.A.

credit facility at a variable rate of 0.86 % as of September 30, 2020, which is effectively fixed at 2.36 % with an interest rate swap agreement through May 14, 2024 .

The $ 500.0 million of borrowing capacity under our credit facilities at September 30, 2020, is further reduced b y $ 44.6 million in stand-by letters of credit under which we are obligated.

credit facility at a variable rate of 0.78 % as of March 31, 2021, which is effectively fixed at 2.32 % with an interest rate swap agreement through May 14, 2024 and (ii) an additional $ 75.0 million outstanding under the BMO Harris Bank N.A.

credit facility at a variable rate of 0.81 % as of March 31, 2021, which is effectively fixed at 2.36 % with an interest rate swap agreement through May 14, 2024 .

The $ 500.0 million of borrowing capacity under our credit facilities at March 31, 2021, is further reduced b y $ 50.9 million in stand-by letters of credit under which we are obligated.

Each of the debt agreements includes, among other things, financial covenants requiring us (i) to exceed a minimum ratio of earnings before interest, income taxes, depreciation and amortization to interest expense and/or (ii) not to exceed a maximum ratio of total funded debt to earnings before interest, income taxes, depreciation and amortization (as such terms are defined in each credit facility).

At September 30, 2020, we were in compliance with these covenants.

At September 30, 2020, the aggregate future maturities of long-term debt by year are as follows (in thousands):

At March 31, 2021, we were in compliance with these covenants.

At March 31, 2021, the aggregate future maturities of long-term debt by year are as follows (in thousands):

Total $ 175,000

1 unchanged sentence

(6) Commitments and Contingencies

As of September 30, 2020, we have committed to property and equipment purchases of approximately $ 133.6 million.

As of March 31, 2021, we have committed to property and equipment purchases of approximately $ 164.4 million .

We are involved in certain claims and pending litigation, including those described herein, arising in the ordinary course of business.

8 unchanged sentences

Under the Company’s insurance policies in effect on the date of this accident, the Company’s maximum liability for this accident is $ 10.0 million (plus pre-judgment and post-judgment interest) with premium-based coverage that exceeds the jury verdict amount.

As a result of this jury verdict, the Company had recorded a liability of $ 22.4 million as of September 30, 2020, and $ 18.8 million as of December 31, 2019.

Under the terms of the Company’s insurance policies, the Company is the primary obligor of the verdict, and as such, the Company has also recorded a $ 79.2 million receivable from its third-party insurance providers in other non-current assets and a corresponding liability of the same amount in the long-term portion of insurance and claims accruals in the consolidated balance sheets as of September 30, 2020 and December 31, 2019.

As a result of this jury verdict, the Company had recorded a liability of $ 24.9 million as of March 31, 2021, and $ 23.6 million as of December 31, 2020.

The Company is pursuing an appeal of this verdict.

5 unchanged sentences

As a result of various post-trial motions, the court awarded $ 0.5 million to the plaintiffs for attorney fees and costs.

As of September 30, 2020, we had accrued for the jury’s award, attorney fees and costs in the short break matter and had not accrued for the sleeper berth matter.

As of March 31, 2021, we had accrued for the jury’s award, attorney fees and costs in the short break matter and had not accrued for the sleeper berth matter.

Plaintiffs appealed the post-verdict amounts awarded by the trial court for fees, costs and liquidated damages, and the Company filed a cross appeal on the verdict that was in plaintiffs’ favor.

9 unchanged sentences

Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.

Dilutive potential common shares include outstanding stock options and restricted stock awards.

Dilutive potential common shares include outstanding restricted stock awards.

Performance awards are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied.

There are no differences in the numerators of our computations of basic and diluted earnings per share for any periods presented.

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

Net income $ 46,492 $ 23,058

4 unchanged sentences

Diluted earnings per share $ 0.68 $ 0.33

There were no options to purchase shares of common stock that were outstanding during the periods indicated above that were excluded from the computation of diluted earnings per share because the option purchase price was greater than the average market price of the common shares during the period.

Performance awards are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied.

(8) Equity Compensation

The Werner Enterprises, Inc.

Amended and Restated Equity Plan (the “Equity Plan”), approved by the Company’s shareholders, provides for grants to employees and non-employee directors of the Company in the form of nonqualified stock options, restricted stock and units (“restricted awards”), performance awards, and stock appreciation rights.

Amended and Restated Equity Plan (the “Equity Plan”), approved by the Company’s shareholders in 2013, provides for grants to employees and non-employee directors of the Company in the form of nonqualified stock options, restricted stock and units (“restricted awards”), performance awards, and stock appreciation rights.

The Board of Directors or the Compensation Committee of our Board of Directors determines the terms of each award, including the type, recipients, number of shares subject to and vesting conditions of each award.

No awards of stock appreciation rights have been issued under the Equity Plan to date.

No awards of stock appreciation rights have been issued under the Equity Plan to date, and no stock option awards are outstanding.

The maximum number of shares of common stock that may be awarded under the Equity Plan is 20,000,000 shares.

The maximum aggregate number of shares that may be awarded to any one person in any one calendar year under the Equity Plan is 500,000 .

As of September 30, 2020, there were 6,686,021 shares available for granting additional awards.

As of March 31, 2021, there were 6,537,930 shares available for granting additional awards.

Equity compensation expense is included in salaries, wages and benefits within the Consolidated Statements of Income.

As of September 30, 2020, the total unrecognized compensation cost related to non-vested equity compensation awards was approximately $ 11.0 million and is expected to be recognized over a weighted average period of 1.8 years .

As of March 31, 2021, the total unrecognized compensation cost related to non-vested equity compensation awards was approximately $ 16.1 million and is expected to be recognized over a weighted average period of 2.0 years.

The following table summarizes the equity compensation expense and related income tax benefit recognized in the Consolidated Statements of Income (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

Restricted awards:

6 unchanged sentences

Performance award expense, net of tax $ 705 $ 752

We do not have a formal policy for issuing shares upon an exercise of stock options or vesting of restricted and performance awards.

We do not have a formal policy for issuing shares upon vesting of restricted and performance awards.

Such shares are generally issued from treasury stock.

2 unchanged sentences

Based on current treasury stock levels, we do not expect to repurchase additional shares specifically for equity compensation during 2021.

Stock Options

Stock options are granted at prices equal to the market value of the common stock on the date the option award is granted.

No stock option awards were outstanding as of September 30, 2020.

There were no stock option awards granted or exercised in the nine-month period ended September 30, 2020.

No stock options were granted in the nine-month period ended September 30, 2019, and the total intrinsic value of stock options exercised in the nine-month period ended September 30, 2019 was $ 136 thousand.

Restricted Awards

4 unchanged sentences

The restricted awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions.

The following table summarizes restricted award activity for the nine months ended September 30, 2020:

The following table summarizes restricted award activity for the three months ended March 31, 2021:

thousands) Weighted

8 unchanged sentences

Cash settled restricted stock units are recorded as a liability within the Consolidated Balance Sheets and are adjusted to fair value each reporting period.

The total fair value of previously granted restricted awards vested during the nine-month periods ended September 30, 2020 and September 30, 2019 was $ 3.4 million and $ 1.8 million , respectively.

The total fair value of previously granted restricted awards vested during the three-month periods ended March 31, 2021 and March 31, 2020 was $ 4.5 million and $ 2.9 million , respectively.

We withheld shares based on the closing stock price on the vesting date to settle the employees’ statutory obligation for the applicable income and other employment taxes.

4 unchanged sentences

The performance awards do not confer any voting or dividend rights to recipients until such shares vest and do not have any post-vesting sales restrictions.

The following table summarizes performance award activity for the nine months ended September 30, 2020:

The following table summarizes performance award activity for the three months ended March 31, 2021:

thousands) Weighted

6 unchanged sentences

The 2021 performance awards are earned based upon the level of attainment by the Company of specified performance objectives related to cumulative diluted earnings per share for the two-year period from January 1, 2021 to December 31, 2022.

Shares earned based on cumulative diluted earnings per share may be capped based on absolute total shareholder return during the three-year period ended December 31, 2022.

Shares earned based on cumulative diluted earnings per share may be capped based on the Company’s total shareholder return during the three-year period ended December 31, 2023, relative to the total shareholder return of a peer group of companies for the same period.

The 2021 performance awards will vest in one installment on the third anniversary from the grant date.

3 unchanged sentences

Our estimate of future dividends is based on the most recent quarterly dividend rate at the time of grant, adjusted for any known future changes in the dividend rate.

The vesting date fair value of performance awards that vested during the nine-month periods ended September 30, 2020 and September 30, 2019 was $ 5.8 million and $ 1.2 million, respectively.

The vesting date fair value of performance awards that vested during the three-month periods ended March 31, 2021 and March 31, 2020 was $ 4.1 million and $ 5.8 million, respectively.

We withheld shares based on the closing stock price on the vesting date to settle the employees’ statutory obligation for the applicable income and other employment taxes.

11 unchanged sentences

Revenues for the TTS segment include a small amount of non-trucking revenues which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where we utilize a third-party capacity provider.

The Werner Logistics segment generates the majority of our non-trucking revenues through four operating units that provide non-trucking services to our customers.

These four Werner Logistics operating units are as follows:

The Werner Logistics segment generates the majority of our non-trucking revenues through three operating units that provide non-trucking services to our customers.

These three Werner Logistics operating units are as follows:

(i) Truckload Logistics, which uses contracted carriers to complete shipments for brokerage customers and freight management customers for which we offer a full range of single-source logistics management services and solutions;

(ii) the intermodal (“Intermodal”) unit offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation;

(iii) Werner Global Logistics international (“WGL”) provides complete management of global shipments from origin to destination using a combination of air, ocean, truck and rail transportation modes;

and (iv) Werner Final Mile (“Final Mile”) offers home and business deliveries of large or heavy items using third-party agents with two associates operating a liftgate straight truck.

and (iii) Werner Final Mile (“Final Mile”) offers home and business deliveries of large or heavy items using third-party agents with two associates operating a liftgate straight truck.

In first quarter 2021, we completed the previously-announced sale of the Werner Global Logistics (“WGL”) freight forwarding services for international ocean and air shipments to Scan Global Logistics Group, and we realized a $1.0 million gain when the transaction closed on February 26, 2021.

Werner Logistics will continue to provide North American truck brokerage, freight management, intermodal and final mile services.

We generate other revenues from our driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, and other business activities.

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2020 2019 2020 2019

Truckload Transportation Services $ 462,949 $ 464,863

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements